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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (date of earliest event reported):  FEBRUARY 5, 2007


                              LAS VEGAS SANDS CORP.
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             (Exact name of registrant as specified in its charter)


                                     NEVADA
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                 (State or other jurisdiction of incorporation)


                001-32373                               27-0099920
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          (Commission File Number)           (IRS Employer Identification No.)


       3355 LAS VEGAS BOULEVARD SOUTH
             LAS VEGAS, NEVADA                            89109
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   (Address of principal executive offices)             (Zip Code)


                                 (702) 414-1000
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              (Registrant's Telephone Number, Including Area Code)

                                 NOT APPLICABLE
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          (Former name or former address, if changed since last report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         The  following  information  is being  furnished  under  Item  2.02 --
Results of Operations and Financial Condition.

         On February 5, 2007, Las Vegas Sands Corp.  (the  "Company")  issued a
press release  announcing  its results of operations for the fourth quarter and
fiscal year ended  December 31, 2006.  The press release is attached as Exhibit
99.1 to this report and is incorporated by reference into this item.

         Within the Company's  press  release,  the Company makes  reference to
certain non-GAAP financial measures including "adjusted net income",  "adjusted
earnings per diluted share", "adjusted EBITDA" and "adjusted property EBITDAR",
which have directly  comparable GAAP financial  measures.  The Company believes
that these  measures  represent  important  internal  measures of  performance.
Accordingly,  where these  non-GAAP  measures are provided,  it is done so that
investors  have the same  financial  data that  management  uses in  evaluating
performance  with the belief that it will assist the  investment  community  in
properly   assessing   the   underlying   performance   of  the  Company  on  a
year-over-year  and a quarter  sequential  basis.  Whenever such information is
presented,  the Company has  complied  with the  provisions  of the rules under
Regulation G and Item 2.02 of Form 8-K. The  specific  reasons,  in addition to
the reasons  described  above, why the Company's  management  believes that the
presentation of the non-GAAP  financial measures provides useful information to
investors  regarding the Company's financial  condition,  results of operations
and cash flows are as follows:

         Adjusted  net income  and  adjusted  earnings  per  diluted  share are
presented as supplemental  disclosure as management  believes they are (1) each
widely used measures of performance by industry  analysts and investors and (2)
a principal basis for valuation of gaming companies, as these non-GAAP measures
are considered by many as an alternative  measure on which to base expectations
for future  results.  These  measures  also form the basis of certain  internal
management performance expectations.  Accordingly, these measures are presented
so that  investors  have  the  same  financial  data  that  management  uses in
evaluating  performance  with the belief  that it will  assist  the  investment
community in properly assessing the underlying  performance of the Company on a
year-over-year and a quarter sequential basis.

         Adjusted   property  EBITDAR  and  adjusted  EBITDA  are  supplemental
non-GAAP financial  measures used by management,  as well as industry analysts,
to evaluate  operations and operating  performance.  In particular,  management
utilizes  adjusted  property EBITDAR to compare the operating  profitability of
its casinos with those of its competitors,  as well as for determining  certain
incentive  compensation.  In  arriving  at adjusted  property  EBITDAR,  rental
expense is added to adjusted  EBITDA  because the Company leases its HVAC plant
and believes this provides a better  comparison of operating  profitability  to
Las  Vegas  competitors  that  own  their  HVAC  plants.  The  Company  is also
presenting  adjusted property EBITDAR because it is used by some investors as a
way to measure a company's  ability to incur and  service  debt,  make  capital
expenditures  and meet working  capital  requirements.  Gaming  companies  have



historically  reported  EBITDAR as a supplemental  performance  measure to GAAP
financial measures.  In order to view the operations of their casinos on a more
stand-alone  basis,  gaming  companies,  including Las Vegas Sands Corp.,  have
historically  excluded certain expenses that do not relate to the management of
specific casino properties,  such as pre-opening expense,  development expense,
and  corporate  expense,  from  their  EBITDAR  calculations.  When  evaluating
adjusted property EBITDAR,  investors should consider, among other factors, (1)
increasing  or  decreasing  trends in  adjusted  property  EBITDAR  and (2) how
adjusted  property  EBITDAR  compares to levels of debt and  interest  expense.
However,  adjusted property EBITDAR should not be interpreted as an alternative
to income from operations (as an indicator of operating performance) or to cash
flows from operations (as a measure of liquidity),  in each case, as determined
in accordance with generally accepted  accounting  principles.  The Company has
significant  uses  of  cash  flow,  including  capital  expenditures,  interest
payments and debt  principal  repayments,  which are not  reflected in adjusted
property EBITDAR.  Not all companies calculate EBITDAR in the same manner. As a
result, adjusted property EBITDAR as presented by Las Vegas Sands Corp. may not
be  directly  comparable  to  similarly  titled  measures  presented  by  other
companies.  Adjusted  property  EBITDAR  consists  of  adjusted  EBITDAR  for a
particular  property,  such as The Venetian in Las Vegas and The Sands Macao in
Macao. Accordingly,  the measures are presented so that investors have the same
financial data that management uses in evaluating  performance  with the belief
that  it will  assist  the  investment  community  in  properly  assessing  the
underlying  performance  of  the  Company  on a  year-over-year  and a  quarter
sequential basis.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

99.1        Press Release, dated February 5, 2007.





                                   SIGNATURES


         Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this  report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.


Dated:  February 5, 2007


                                    LAS VEGAS SANDS CORP.


                                    By: /s/ Robert P. Rozek
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                                        Name:  Robert P. Rozek
                                        Title: Senior Vice President and
                                               Chief Financial Officer





                               INDEX TO EXHIBITS


99.1               Press Release, dated February 5, 2007.